09:43     EVI EDUCATION<08090>-Announcement & Resumption of Trading(3)        

    to deal in, the 4,300,000,000 new EVI Shares to be                        
    issued pursuant to the Subscription Agreement.                            
                                                                              
    1.6     Basis of negotiation and the reasons for and                      
    benefits of the Subscription                                              
    The terms of the Subscription Agreement were arrived                      
    at after arm's length negotiation between the parties                     
    involved.                                                                 
                                                                              
    The net proceeds from the Subscription are estimated                      
    to be approximately HK$104.5 million. Given Hong                          
    Kong's improving economic outlook, which is partly                        
    resulted from, among other things, various Government                     
    sponsored stimulus programs/administrative policies                       
    (namely the Closer Economic Partnership Arrangements                      
    and the relaxation on PRC nationals to visit Hong                         
    Kong), the Midland Directors have seen an increasing                      
    flow of positive economic data (such as the increase                      
    in number of real estate transactions, the reduced                        
    unemployment rate and the slight rise in consumer                         
    price index) over recent months and believe that via                      
    the Subscription, Midland will gain an additional                         
    platform for building up new businesses (including,                       
    but not limited to, property investment and property                      
    management, and the development and promotion of                          
    on-line training programs for real-estate brokers and                     
    related licence examinations in Hong Kong, Macau                          
    and/or the PRC) as and when opportunities arise. As                       
    at the date of this announcement, the aforesaid are                       
    business plans developed by the Subscriber, and no                        
    targets or concrete plans have been identified and/or                     
    finalised yet.                                                            
                                                                              
    In view of the expertise and experience of the EVI                        
    Group in developing and marketing computer training                       
    and internet education services, Midland believes                         
    that EVI is an appropriate platform upon which to                         
    develop and promote on-line training programs for the                     
    practitioners in the real estate broking business                         
    and/or other regulated/licensed servicing industries                      
    in Hong Kong, Macau and/or the PRC. As continued                          
    professional training is an essential element for                         
    enhancing employees' competitiveness in today's                           
    business environment, Midland believes that by                            
    investing in EVI (a professional in the on-line                           
    training and internet education service), Midland                         
    will be able to pursue this new growing business                          
    (under an established separate entity) for the                            
    benefit of Midland.                                                       
                                                                              
    After taking into account the reasons and benefits                        
    of the Subscription as mentioned above from Midland's                     
    perspective, the recent market price of the EVI Shares,                   
    and the financial position of EVI and the terms and                       
    conditions of the Subscription Agreement, the Midland                     
    Directors (including the independent non-executive                        
    Midland Directors) are of the view that the terms of                      
    the Subscription Agreement (including the issue price                     
    per EVI Share) are fair and reasonable, and that the                      
    Subscription is in the interests of Midland and the                       
    Midland Shareholders as a whole.                                          
                                                                              
    The EVI Group recorded audited consolidated losses                        
    for the two years ended 30 September 2003 and 2004                        
    of approximately HK$9.5 million and HK$4.2 million                        
    respectively. The EVI Directors believe that the                          
    Subscription will provide EVI the funding needed to                       
    diversify into various new businesses, including, but                     
    not limited to, property management and property                          
    investment (businesses in which the management of                         
    Midland has experience and there are